Common use of Seller Marks Clause in Contracts

Seller Marks. Buyer acknowledges and agrees that as a result of the consummation of the transactions contemplated by this Agreement, it will not obtain any right, title, interest, license or other right hereunder to use any of the Seller Marks. Prior to the Closing, Seller may remove any of the Seller Marks as it determines in its sole discretion. As soon as reasonably practicable but in no event more than sixty (60) days after the Closing Date, Buyer shall dispose of any unused products, materials, stationery and literature bearing the Seller Marks remaining at the Facilities following the Closing. Following the Closing, upon reasonable prior written notice and at mutually agreed upon reasonable times, Buyer shall allow Seller, at Seller’s cost, to remove, cover or conceal the Seller Marks appearing on signage at the primary entrances of the Facilities; provided, however, Seller agrees to indemnify and hold harmless Buyer, its Affiliates and their Representatives for any and all Losses incurred by Buyer, its Affiliates or their Representatives arising out of any exercise of the access rights under this Section 5.7, including any Claims by any of Seller’s Representatives for any injuries or property damage while present at the Facilities, except in cases of Buyer’s or its Representatives’ gross negligence or willful misconduct. Thereafter, Buyer shall not use any Seller Xxxx or any name or term confusingly similar to any Seller Xxxx in connection with the sale of any products or services, in the corporate or doing business name of any of its Affiliates or otherwise in the conduct of its or any of its Affiliates’ businesses or operations; provided, however that Buyer shall not be in violation of this Section 5.7 to the extent such violation results from Seller’s failure to remove all Seller Marks at the Facilities. In the event that Buyer breaches this Section 5.7, Seller shall be entitled to specific performance of this Section 5.7 and to injunctive relief against further violations, as well as any other remedies at law or in equity available to Seller.

Seller Marks. As soon as reasonably practicable after the Closing, but in any event within 40 days following the Closing, Buyer acknowledges and agrees that as a result shall cause the Company to (i) cease all use of the consummation Seller Marks, (ii) remove, destroy or strike over all Seller Marks from the Company’s assets and other materials, including as part of its stationary, displays, signs, promotional materials, manuals, forms, websites, email and other materials and (iii) file amendments to their respective certificates of incorporation, articles of association or other organizational documents with the applicable Governmental Authorities changing the names of the transactions contemplated by this Agreement, it will Company to names that do not obtain any right, title, interest, license or other right hereunder to use include any of the Seller Marks. Prior Any use by the Company of the Seller Marks during the limited phase-out period provided in this Section 5.05 shall be (A) solely in connection with goods, products and services that are (x) the type of goods, products and services in connection with which the Company were using the Seller Marks immediately prior to the Closing and (y) of a quality at least as high as the quality of goods, products and services provided by the Company immediately prior to the Closing and (B) subject to all style and other usage guidelines in effect for the Seller Marks (as may be modified by Sellers from time to time). All goodwill associated with the use by the Company of the Seller Marks shall inure to the benefit of Sellers or their respective Affiliates, as applicable. Following the Closing, Seller may remove none of Buyer, its Affiliates nor the Company shall (1) contest the validity or ownership of any of the Seller Marks as it determines or (2) subject to the limited phase-out period provided in its sole discretion. As soon as reasonably practicable but in no event more than sixty (60) days after the Closing Date, Buyer shall dispose of any unused products, materials, stationery and literature bearing the Seller Marks remaining at the Facilities following the Closing. Following the Closing, upon reasonable prior written notice and at mutually agreed upon reasonable times, Buyer shall allow Seller, at Seller’s cost, to remove, cover or conceal the Seller Marks appearing on signage at the primary entrances of the Facilities; provided, however, Seller agrees to indemnify and hold harmless Buyer, its Affiliates and their Representatives for any and all Losses incurred by Buyer, its Affiliates or their Representatives arising out of any exercise of the access rights under this Section 5.75.05, including any Claims by any of Seller’s Representatives for any injuries use, adopt or property damage while present at the Facilities, except in cases of Buyer’s or its Representatives’ gross negligence or willful misconduct. Thereafter, Buyer shall not use employ any Seller Xxxx or any name variation or term derivative of any Seller Xxxx, including any Trademark that is confusingly similar to any Seller Xxxx in connection with Xxxx. For the sale purposes of this Section 5.05, “Seller Marks” shall mean any products and all Trademarks owned or services, in the corporate or doing business name of any of its Affiliates or otherwise in the conduct of its controlled by Sellers or any of its their respective Affiliates’ businesses or operations; provided, however that Buyer shall not be in violation including the Trademark “Roche”. [**] = Portions of this Section 5.7 exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Schedules (or similar attachments) referred to and listed herein shall have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule (or similar attachment) will be furnished to the extent such violation results from Seller’s failure to remove all Seller Marks at the Facilities. In the event that Buyer breaches this Section 5.7, Seller shall be entitled to specific performance of this Section 5.7 and to injunctive relief against further violations, as well as any other remedies at law or in equity available to SellerCommission upon request.

Seller Marks. Buyer acknowledges (a) Except as otherwise provided in the Transition Services Agreement or the Services Plan prepared thereunder (the “Services Plan”), Purchaser hereby covenants and agrees that it shall, as a result promptly as reasonably practicable following the transfer of the consummation applicable Product Registration for such jurisdiction to Purchaser or any of its Affiliates, and in any event no later than the end of the transactions contemplated periods set forth for each jurisdiction in the Transition Services Agreement or the Services Plan or such other period as may be required under applicable Law (such period for a jurisdiction, the “Cut-Over Period”), revise sales and product literature, packaging and labeling to (i) delete all displays of any Seller Identified Marks and (ii) delete all references to customer service address or phone number of Seller or any of its Affiliates, in each case, except as Purchaser reasonably determines would be prohibited under applicable Laws; provided, however, that, unless otherwise specifically set forth in the Transitional Services Agreement or the Services Plan or as may otherwise required under applicable Law, for a period of one hundred twenty (120) days from the end of the relevant Cut-Over Period (the “Transitional Period”), Purchaser may continue to distribute sales and product literature, and market, distribute, import, export and sell any Product Inventory and any Product manufactured by or on behalf of Purchaser or any of its Affiliates within the relevant Cut-Over Period after the Closing Date consistent with the past practices of Seller or its Affiliates during the one hundred twenty (120) day period preceding the Closing Date. Subject to Purchaser’s compliance with the terms and conditions set forth in this AgreementSection 5.12, it will not obtain and to the extent Seller or its Affiliates has the right to grant such right and license, effective upon the Closing Date, Seller, on behalf of itself and its Affiliates, hereby grants to Purchaser a limited, non-exclusive, non-transferable, non-sublicensable (except Purchaser may grant sublicenses to any wholly owned subsidiary of Purchaser and, in a manner substantially consistent with such practices as of or prior to the Closing Date, to third-party contractors, provided, that Purchaser notifies Seller in advance and in writing and Purchaser remains primarily liable and responsible for all acts and omissions of such sublicensee, including any that would constitute a breach of this Section 5.12 with respect to the Seller Identified Marks), royalty-free, paid up right and license, during the Transitional Period, solely to use the Seller Identified Marks owned by Seller or any of its Affiliates that are used by Seller or any of its Affiliates as of the Closing Date in connection with the conduct of the Business, including to distribute such sales and product literature, and to market, distribute, import, export and sell such Product Inventory and any Product manufactured by Purchaser in accordance with this Section 5.12 in the ordinary course of business and consistent with past practice of Seller and its Affiliates prior to the Closing Date. In no event shall Purchaser use any Seller Marks, customer service addresses or phone numbers after the Closing Date in any manner or for any purpose that deviates in any material respect from the use of such Seller Marks, customer service addresses or phone numbers by the Business during the one hundred twenty (120) day period preceding the Closing Date. As between the Parties, Seller or an Affiliate of Seller is the sole and exclusive owner of all right, titletitle and interest in and to the Seller Marks and all rights related thereto and goodwill associated therewith, interest, license or other right hereunder to use any and all uses of the Seller Marks. Prior Marks and the goodwill arising therefrom shall inure solely to the Closing, benefit of Seller may remove or such Affiliate of Seller. Any use by Purchaser or any of Purchaser’s wholly-owned Subsidiary sublicensees of any of the Seller Marks as it determines during the time periods referred to in this Section 5.12 shall be consistent with the form and manner, and standards of quality, of those in effect by Seller and its sole discretion. As soon as reasonably practicable but in no event more than sixty Affiliates with respect thereto during the one hundred twenty (60120) days after day period preceding the Closing DateDate and in accordance with all applicable Laws. Seller and its Affiliates shall have the right, Buyer shall dispose during the Transitional Period, to reasonably request samples of any unused products, materials, stationery and literature bearing uses of the Seller Marks remaining at the Facilities following the Closing. Following the Closing, upon reasonable prior written notice by or on behalf of Purchaser or its Affiliates to inspect and at mutually agreed upon reasonable times, Buyer shall allow Seller, at Sellerexercise quality control with respect to Purchaser’s cost, to remove, cover or conceal and Purchaser’s sublicensees’ use of the Seller Marks appearing on signage at the primary entrances of the FacilitiesMarks, and Purchaser shall use its commercially reasonable efforts to promptly provide such samples in a reasonable manner; provided, however, Seller agrees to indemnify that such provision does not unreasonably disrupt the normal operations of Purchaser or the Business. From and after the Closing, Purchaser shall indemnify, defend and hold harmless BuyerSeller and the other Seller Indemnified Parties against, its Affiliates and their Representatives for any reimburse Seller and each other Seller Indemnified Party for, all Losses incurred by Buyerthat Seller and/or such other Seller Indemnified Party(ies) may suffer or incur, its Affiliates or their Representatives arising out become subject to, without duplication, to the extent such Losses arise as a result of any exercise of the access rights under this Section 5.7, including any Claims use by any of Seller’s Representatives for any injuries Purchaser or property damage while present at the Facilities, except in cases of Buyer’s or its Representatives’ gross negligence or willful misconduct. Thereafter, Buyer shall not use any Seller Xxxx or any name or term confusingly similar to any Seller Xxxx in connection with the sale of any products or services, in the corporate or doing business name of any of its Affiliates or otherwise in of any Seller Marks, the conduct exercise of its the rights and license grated to Purchaser hereunder or any of its Affiliates’ businesses breaches or operations; provided, however that Buyer shall not be in violation violations of this Section 5.7 to the extent such violation results from Seller’s failure to remove all Seller Marks at the Facilities. In the event that Buyer breaches this Section 5.7, Seller shall be entitled to specific performance of this Section 5.7 and to injunctive relief against further violations, as well as any other remedies at law or in equity available to Seller5.12.

Seller Marks. Buyer acknowledges Seller hereby grants, on behalf of itself and agrees that its Affiliates, to the Buyer, a limited, non-exclusive, fully paid-up, royalty-free, non-assignable, non-sublicensable license for twelve (12) months following the Closing (the “Transition Period”) to use the Seller Marks solely as they were used in the Business prior to the Closing in a result manner consistent with past practice, including on packaging and other physical and tangible materials. At the end of the consummation of the transactions contemplated by this AgreementTransition Period, it will not obtain any rightBuyer shall cease, titleand shall cause its Affiliates to cease, interest, license all further use or other right hereunder to use any of the Seller Marks. Prior to the Closing, Seller may remove any display of the Seller Marks as it determines in its sole discretion. As soon as reasonably practicable but in no event more than sixty (60) days after the Closing Date, Buyer shall dispose of any unused products, materials, stationery and literature bearing the Seller Marks remaining at the Facilities following the Closing. Following the Closing, upon reasonable prior written notice and at mutually agreed upon reasonable times, Buyer shall allow Seller, at Seller’s cost, to remove, cover or conceal the Seller Marks appearing on signage at the primary entrances of the Facilities; provided, however, Seller agrees to indemnify and hold harmless Buyer, its Affiliates and their Representatives for any and all Losses incurred by Buyer, its Affiliates or their Representatives arising out of any exercise of the access rights under this Section 5.7, including any Claims by any of Seller’s Representatives for any injuries or property damage while present at the Facilities, except in cases of Buyer’s or its Representatives’ gross negligence or willful misconduct. Thereafter, Buyer shall not use any Seller Xxxx or any name or term confusingly similar to any Seller Xxxx in connection with the sale Business. Buyer agrees that its and its Affiliates’ use of any products or servicesthe Seller Marks pursuant to the license this Section 6.15 shall be solely in connection with goods and services that reflect the high levels of quality and goodwill associated with the Seller Marks as of the Closing Date. Nothing in this Section 6.15 shall prohibit Buyer and its Affiliates from using the Seller Marks after the Transition Period: (a) for uses that are required by applicable Law, (b) for internal uses that are not visible to the public, until such items are replaced in the ordinary course of business, (c) on historical legal and business agreements and documents, (d) to describe the history of or current state of the relationship between the Business and Seller and its other Affiliates, and (e) in any other manner that would not constitute trademark infringement or that would constitute “fair use” of the Seller Marks under applicable Law. The term “Seller Marks” means all trademarks, service marks, trade dress, logos, trade names and corporate names owned by Seller or doing business name of any of its Affiliates or otherwise that are not included in the conduct of its Purchased Assets, including those containing or comprising “NOVABAY,” and any of its Affiliates’ businesses confusingly similar variations, translations, transliterations, abbreviations or operations; providedderivatives thereof, however that Buyer shall not be in violation of this Section 5.7 to the extent such violation results from Seller’s failure to remove all Seller Marks at the Facilities. In the event that Buyer breaches this Section 5.7, Seller shall be entitled to specific performance of this Section 5.7 and to injunctive relief against further violations, as well as any other remedies at law whether used alone or in equity available to Sellercombination with other words or logos.

Seller Marks. Buyer acknowledges and agrees that as a result of the consummation of the transactions contemplated by this Agreement, it will not obtain any right, title, interest, license or other right hereunder to use any of the Seller Marks. Prior to the Closing, Seller may remove any of the Seller Marks as it determines in its sole discretion. As soon as reasonably practicable but in no event more than sixty shall (60i) within 90 days after the Closing Date, cease using any names, marks, trade names, trademarks and corporate symbols and logos incorporating “PPL” and any word or expression similar thereto or constituting an abbreviation or extension thereof (collectively and together with all other names, marks, trade names, trademarks and corporate symbols and logos owned by Seller or any of its Affiliates, the “Seller Marks”) (other than Seller Marks applicable to the Seller’s propane business, which Seller Marks the Buyer shall dispose of cease using within 120 days after the Closing Date); (ii) within 90 days after the Closing Date, use commercially reasonable efforts to remove or conceal from the Assets any unused products, materials, stationery and literature bearing the all Seller Marks remaining at (other than any Seller Marks applicable to the Facilities following the Closing. Following Seller’s propane business, which shall be removed or concealed within 120 days after the Closing, upon reasonable prior written notice and at mutually agreed upon reasonable times, Buyer shall allow Seller, at Seller’s cost, to remove, cover or conceal the provided that any Seller Marks appearing on signage any propane tanks at distributor or customer locations shall be removed or concealed within 12 months after the primary entrances Closing Date) and (iii) within 30 days after the Closing Date, amend the relevant organizational documents of the Facilities; provided, however, Seller agrees Companies to indemnify and hold harmless Buyer, its Affiliates and their Representatives for any and all Losses incurred by Buyer, its Affiliates or their Representatives arising out of any exercise change the names of the access rights under this Section 5.7, including any Claims by any of Seller’s Representatives for any injuries or property damage while present at the Facilities, except in cases of Buyer’s or its Representatives’ gross negligence or willful misconduct. Thereafter, Buyer shall Companies to names that do not use include any Seller Xxxx Mxxx or any name or term confusingly similar to any Seller Xxxx Mxxx; provided, however, that Buyer shall not be required to remove or conceal Seller Marks from meter seals, property tags, valves, manhole covers, tank or cylinder rings or from assets that are not generally in public view or likely to adversely affect the Seller Marks. Thereafter, Buyer shall not use any Seller Mxxx or any name or term confusingly similar to any Seller Mxxx in connection with the sale of any products or services, in the corporate or doing business name of any of its Affiliates or otherwise in the conduct of its or any of its Affiliates’ businesses or operations; provided, however that Buyer shall not be in violation of this Section 5.7 to the extent such violation results from Seller’s failure to remove all Seller Marks at the Facilities. In the event that Buyer breaches this Section 5.76.8, Seller shall be entitled to specific performance of this Section 5.7 6.8 and to injunctive relief against further violations, as well as any other remedies at law or in equity available to Seller.

Seller Marks. Buyer acknowledges Except as expressly set forth herein, the Purchaser and agrees its Affiliates shall not directly or indirectly use, in any fashion, including in signage, corporate letterhead, business cards, internet websites, marketing material and the like, and shall not register or own or seek to register or own, in connection with any products or services anywhere in the world in any medium, any trademarks, service marks, domain names, trade names, trade dress, trade styles or other indicia of origin (collectively, “Marks”) that as a result include, are identical to or are confusingly similar to any Marks that constitute Excluded Intellectual Property (including any corporate symbols or logos to the extent incorporating the Marks set forth on Section 5.13 of the consummation Disclosure Schedules) (collectively, the “Seller Marks”), nor shall any of them challenge or oppose or assist any third party in challenging or opposing the rights of any member of the transactions contemplated by this Agreement, it will not obtain any right, title, interest, license or other right hereunder to use Seller Group anywhere in the world in any of the Seller Marks. Prior Subject to the Closingrestrictions set forth herein, the Seller may hereby extends, on behalf of itself and the other members of the Seller Group, to the Purchaser and the Transferred Entities effective as of the Principal Closing Date, a personal, nonexclusive, royalty-free transition license to continue to use the Seller Marks: for one hundred and eighty (180) days after the Principal Closing Date on existing signage, products and other materials in any media, in each case included in the Transferred Assets or owned by the Transferred Entities as of the Principal Closing Date. Except as permitted under this Section 5.13, no use of the Seller Marks shall be made by the Purchaser or its Affiliates and the Purchaser shall in any event transition away from all use of the Seller Marks as soon as is reasonably practicable after the Principal Closing Date. For clarity, the Purchaser and the Transferred Entities have no obligation to remove the Seller Marks from items no longer in their possession or control. The Purchaser shall ensure that the quality of all goods and services offered or sold under any of the Seller Marks shall be at least as it determines in high as the quality maintained by the members of the Seller Group and their respective Affiliates for such goods and services as of the Principal Closing and, at the Seller’s request, shall provide the Seller with samples of its sole discretionuse of the Seller Marks to permit the Seller to confirm the Purchaser’s compliance with the quality control requirements of this sentence. As soon All use of the Seller Marks as reasonably practicable but in no event more than sixty permitted hereunder shall inure solely to the benefit of the Seller Group. The Purchaser shall incur all costs associated with re-branding of the Transferred Assets with signage, symbols and marks not constituting the Seller Marks, which re-branding shall be completed at the expiration of the term of the one hundred and eighty (60) days 180)-day transition license granted under this Section 5.13. Notwithstanding the foregoing, the Seller agrees that the Purchaser and its Affiliates have the right, at all times after the Principal Closing Date, Buyer shall dispose of any unused products, materials, stationery and literature bearing to use the Seller Marks remaining (i) to the extent required by applicable Law, (ii) in a neutral, non-trademark manner to describe the history of the Business, (iii) on internal office supplies (e.g., pens, cups, notepads) and software that are not visible to the public until their replacement in the ordinary course of business, and (iv) on historical legal and business agreements and documents. For a maximum of one (1) year after the Principal Closing, at the Facilities following the Closing. Following the ClosingPurchaser’s request, upon reasonable prior written notice and at mutually agreed upon reasonable times, Buyer shall allow Seller, at Seller’s cost, to remove, cover or conceal the Seller Marks appearing Group shall display in mutually-agreed locations on signage at the primary entrances of the Facilities; provided, however, Seller agrees to indemnify their websites and hold harmless Buyer, its Affiliates and their Representatives for any and all Losses incurred by Buyer, its Affiliates or their Representatives arising out of any exercise of the access rights under this Section 5.7, including any Claims by any of Seller’s Representatives for any injuries or property damage while present at the Facilities, except in cases of Buyer’s or its Representatives’ gross negligence or willful misconduct. Thereafter, Buyer shall not use any Seller Xxxx or any name or term confusingly similar to any Seller Xxxx in connection with the sale of any products or servicessocial media, in the corporate or doing business name of any of its Affiliates or otherwise in locations previously addressing the conduct of its or any of its Affiliates’ businesses or operations; providedBusiness, however that Buyer shall not be in violation of this Section 5.7 a mutually-agreed statement about the transactions contemplated hereby and a link to websites and other social media venues reasonably designated by the extent such violation results from Seller’s failure to remove all Seller Marks at the Facilities. In the event that Buyer breaches this Section 5.7, Seller shall be entitled to specific performance of this Section 5.7 and to injunctive relief against further violations, as well as any other remedies at law or in equity available to SellerPurchaser.

Seller Marks. Buyer acknowledges and agrees that as a result of the consummation of the transactions contemplated by this Agreement, it will not obtain any right, title, interest, license or other right hereunder to use any of the Seller Marks. Prior to the Closing, Seller may remove any of the Seller Marks as it determines in its sole discretion. As soon as reasonably practicable but in no event more than sixty one hundred eighty (60180) days after the Closing Date, Buyer shall remove, cover or conceal from the Facilities or the Acquired Assets all of the Seller Marks, including signage at the Facilities, and shall dispose of any unused products, Public Service Company of New Hampshire dba Eversource Energy Docket DE 17-124 October 12, 2017 Attachment 2 Page 65 of 159 000202 EXECUTION VERSION signage, materials, stationery and literature bearing the Seller Marks remaining at the Facilities following the Closing. Following ; provided that Buyer shall, within ten (10) Business Days after the ClosingClosing Date, upon reasonable prior written notice and at mutually agreed upon reasonable times, Buyer shall allow Seller, at Seller’s cost, to remove, cover or conceal the Seller Marks appearing on signage at the primary entrances of the Facilities; provided, however, Seller agrees to indemnify and hold harmless Buyer, its Affiliates and their Representatives for any and all Losses incurred by Buyer, its Affiliates or their Representatives arising out of any exercise of the access rights under this Section 5.7, including any Claims by any of Seller’s Representatives for any injuries or property damage while present at the Facilities, except in cases of Buyer’s or its Representatives’ gross negligence or willful misconduct. Thereafter, Buyer shall not use any Seller Xxxx or any name or term confusingly similar to any Seller Xxxx in connection with the sale of any products or services, in the corporate or doing business name of any of its Affiliates or otherwise in the conduct of its or any of its Affiliates’ businesses or operations; provided, however that Buyer shall not be in violation of this Section 5.7 to the extent such violation results from Seller’s failure to remove all Seller Marks at the Facilities. In the event that Buyer breaches this Section 5.7, Seller shall be entitled to specific performance of this Section 5.7 and to injunctive relief against further violations, as well as any other remedies at law or in equity available to Seller.

Seller Marks. Except to the extent set forth in this Section 5.10, Buyer acknowledges and agrees that as a result of the consummation of the transactions contemplated by this Agreement, it will not shall obtain any no right, title, interest, license or any other right hereunder whatsoever to use the words “Rangeland”, “Rangeland Terminals”, or “Rangeland Pipeline” or any of trademarks or logos containing or comprising the foregoing, or any trademark or logo confusingly similar thereto or dilutive thereof, or any trademark or logo used in connection therewith (collectively, the “Seller Marks”). Prior to From and after the Closing, Buyer agrees that it shall (a) cause the Rangeland Entities to cease using the Seller may remove Marks in any manner, directly or indirectly, except for such limited uses as cannot be promptly terminated (e.g., signage and other matters addressed in Section 5.10(b)), and to cease such limited usage of the Seller Marks as it determines in its sole discretion. As soon promptly as reasonably practicable but possible after the Closing and in no any event more than sixty within 90 days following the Closing Date, and (60b) (i) remove, strike over or otherwise obliterate all Seller Marks from all signs at the field offices owned, possessed or used by the Rangeland Entities and (ii) replace all of the Rangeland Entities’ emergency signage (including emergency contact telephone numbers) with Buyer signage, in each case within 30 days after the Closing Date. Notwithstanding the foregoing, Buyer it shall dispose not be a breach of any unused products, materials, stationery and literature bearing the Seller Marks remaining at the Facilities following the Closing. Following the Closing, upon reasonable prior written notice and at mutually agreed upon reasonable times, Buyer shall allow Seller, at Seller’s cost, to remove, cover or conceal the Seller Marks appearing on signage at the primary entrances of the Facilities; provided, however, Seller agrees to indemnify and hold harmless Buyer, its Affiliates and their Representatives for any and all Losses incurred by Buyer, its Affiliates or their Representatives arising out of any exercise of the access rights under this Section 5.7, including any Claims by any of Seller’s Representatives 5.10 for any injuries the Environmental Permits or property damage while present at other permits to continue to reflect the Facilities, except in cases of Buyer’s or its Representatives’ gross negligence or willful misconduct. Thereafter, Buyer shall not use any Seller Xxxx or any name or term confusingly similar to any Seller Xxxx in connection with the sale of any products or services, in the corporate or doing business name of any of the Rangeland Entities (or use the Seller Marks) so long as Buyer has since Closing taken (and continues to take) all commercially reasonable actions necessary to comply with its obligations under Section 5.12 as promptly as reasonably practicable. During any period that Buyer is using the Seller Marks as provided in this Section 5.10, Buyer shall use good faith efforts to inform customers, suppliers and contractors that it is not part of Seller or its Affiliates or otherwise in and is using the conduct Seller Marks with permission solely to facilitate the transition of its or any of its Affiliates’ businesses or operations; providedthe Business. The Parties agree, however because damages would be an inadequate remedy, that Buyer shall not be in violation of a Party seeking to enforce this Section 5.7 to the extent such violation results from Seller’s failure to remove all Seller Marks at the Facilities. In the event that Buyer breaches this Section 5.7, Seller 5.10 shall be entitled to seek specific performance of this Section 5.7 and to injunctive relief against further violations, as well as remedies for any breach thereof in addition to other remedies available at law or in equity available equity. This covenant shall survive indefinitely without limitation as to Sellertime.

Seller Marks. Buyer acknowledges and agrees that Except as a result of the consummation of the transactions contemplated by this Agreementspecifically set forth herein, it will not obtain any right, title, interest, license or other right hereunder to use any of the Seller Marks. Prior to the Closing, Seller may remove any of the Seller Marks as it determines in its sole discretion. As soon as reasonably practicable but in no event more than sixty (60) days after following the Closing Date, Buyer none of the Purchaser, the Company or its Subsidiary shall dispose use the names, marks, trade names, trademarks, service marks or domain names, or telephone or other contact information of any unused products, materials, stationery and literature bearing the Seller Marks remaining at the Facilities following the Closing. Following the Closing, upon reasonable prior written notice and at mutually agreed upon reasonable times, Buyer shall allow Seller, at Seller’s cost, to remove, cover or conceal the Seller Marks appearing on signage at the primary entrances of the FacilitiesSellers (collectively, the “Seller Marks”), including those incorporating “Premier Farnell”; provided, however, the Sellers hereby grant to the Purchaser, the Company and its Subsidiary a limited, fully paid-up, royalty-free, non-transferrable, worldwide, non-exclusive license to use the Seller agrees Marks, to indemnify use and hold harmless Buyer, its Affiliates and their Representatives for any and all Losses incurred by Buyer, its Affiliates or their Representatives arising out of any exercise distribute existing tangible printed materials bearing the Seller Marks on hand as of the access Closing Date, and to use the Seller Marks on existing signage, marketing materials and other materials, which license and/or rights under this Section 5.7to use any such Seller Marks, including materials, or signage shall expire upon the earlier of (a) six (6) months after the Closing Date and (b) the depletion of such materials or, in the case of signage, the removal of the Seller Marks from such signage. Nothing herein shall require the Purchaser to modify any Claims by products or materials of the Business that have been distributed to customers or other third parties to remove the Seller Marks, to modify any existing Books and Records of Seller’s Representatives for any injuries the Business or property damage while present at to refrain from stating factually (other than on the Facilities, except in cases of BuyerCompany’s or its Representatives’ gross negligence Subsidiary’s products) that the Business was previously owned by the Sellers (or willful misconductother “fair uses” of Seller Marks). ThereafterThe Purchaser, Buyer the Company and its Subsidiary shall not comply with all quality control requirements and guidelines in effect for the Seller Marks as of the Closing Date, but in any event shall maintain quality and service standards at least equal to those maintained by the Sellers prior to the Closing Date; provided that the Sellers shall have a right to revoke and terminate the license granted in this Section 8.07 upon reasonable advance notice and with a reasonable right to cure if the Company, its Subsidiary or the Purchaser fail to maintain such standards in any material respect. Any goodwill arising from the use any of the Seller Xxxx Marks by the Purchaser, the Company or any name its Subsidiary shall inure to the benefit of the Sellers. Notwithstanding the foregoing, none of Purchaser, the Company or term confusingly similar the Subsidiary shall be deemed to any Seller Xxxx in connection with the sale of any products or services, in the corporate or doing business name of any of its Affiliates or otherwise in the conduct of its or any of its Affiliates’ businesses or operations; provided, however that Buyer shall not be in violation breach of this Section 5.7 8.07 with respect to use of the extent such violation results from Seller’s failure Seller Marks on any exterior signage if the consent of any third party is required to remove all or change such signage, such consent has been requested in writing within one (1) month following the Closing Date and Purchaser, the Company and the Subsidiary use commercially reasonable efforts to remove the Seller Marks at from such signage within six (6) months following the Facilities. In the event that Buyer breaches this Section 5.7, Seller shall be entitled to specific performance of this Section 5.7 and to injunctive relief against further violations, as well as any other remedies at law or in equity available to SellerClosing Date.

Seller Marks. Buyer Buyer, for itself and its Affiliates (including, after the Closing, the Company), acknowledges and agrees that as a result of the consummation of the transactions contemplated by this Agreement(a) Buyer is not purchasing, it will not obtain acquiring or otherwise obtaining any right, titletitle or interest in or to any Seller Marks and that Seller and its Subsidiaries (other than the Company) are the exclusive owners of the Seller Marks, interest(b) neither Buyer nor any of its Affiliates (including, license after the Closing, the Company) shall have any rights in or to any Seller Marks, (c) on the Closing Date, Buyer shall and shall cause its Affiliates, including the Company, to cease use of (and thereafter not use) the Seller Marks (other right hereunder than as licensed in this Section 6.15) and (d) Buyer shall not and shall not authorize any Person to (and Buyer shall cause its Affiliates and, after the Closing, the Company, to not and to not authorize any Person to), (i) use, register, seek to use or register in any jurisdiction any of the Seller Marks or any other Marks confusingly similar thereto, (ii) contest the use, ownership, validity or enforceability of any rights of Seller or any of its Affiliates in or to any of the Seller Marks, or (iii) represent that it has authority to bind Seller or any of its Affiliates. Prior Notwithstanding the foregoing, for a period not to exceed 120 days immediately following the Closing Date, Seller hereby non-exclusively licenses the Company to use the Seller Marks that were used in the conduct of the Business as of the Closing Date in the Ordinary Course of Business, in the same manner, and for the same purpose, as such Seller Marks were used by the Company in such conduct of the Business and only with respect to materials containing such Seller Marks as of the Closing, solely for purposes of winding down the Company’s use of such Seller may remove any of Marks in connection with the Business. The foregoing permitted use is subject to compliance by the Company with the quality control requirements in effect for the Seller Marks as it determines in its sole discretionof the Closing Date. As soon as reasonably practicable but in no event more than sixty (60) The Company shall, within 120 days after the Closing Date, Buyer shall dispose of any unused products, materials, stationery and literature destroy or exhaust all materials bearing the Seller Marks remaining at Marks, including signage, advertising, promotional materials, packaging, inventory, electronic materials, collateral goods, business cards, website content, invoices, receipts, forms, product, training and service literature and materials and other materials (collectively, “Materials”), or shall alter such Materials so as to remove the Facilities following Seller Marks. Any goodwill arising from the Closing. Following the Closing, upon reasonable prior written notice and at mutually agreed upon reasonable times, Buyer shall allow Seller, at Seller’s cost, to remove, cover or conceal use of any of the Seller Marks appearing on signage at by the primary entrances Company as described in this Section 6.15 shall inure to the benefit of Seller. For clarity, nothing in this Section 6.15 shall prohibit the Company from use of the Facilities; providedSeller Marks after Closing (i) in historical documents, howevercontracts or records or internal business materials, Seller agrees to indemnify and hold harmless Buyer, its Affiliates and their Representatives for any and in all Losses incurred by Buyer, its Affiliates or their Representatives arising out of any exercise cases that exist as of the access rights under this Section 5.7Closing Date and solely for internal purposes, including any Claims (ii) in a neutral, non-trademark manner to describe the history of the Company or the Business and (iii) as required by any of Seller’s Representatives for any injuries or property damage while present at the Facilities, except in cases of Buyer’s or its Representatives’ gross negligence or willful misconduct. Thereafter, Buyer shall not use any Seller Xxxx or any name or term confusingly similar to any Seller Xxxx in connection with the sale of any products or services, in the corporate or doing business name of any of its Affiliates or otherwise in the conduct of its or any of its Affiliates’ businesses or operations; provided, however that Buyer shall not be in violation of this Section 5.7 to the extent such violation results from Seller’s failure to remove all Seller Marks at the Facilities. In the event that Buyer breaches this Section 5.7, Seller shall be entitled to specific performance of this Section 5.7 and to injunctive relief against further violations, as well as any other remedies at law or in equity available to Sellerapplicable Law.

Seller Marks. Buyer acknowledges and agrees that as a result of the consummation of the transactions contemplated by this Agreement, it will not obtain any right, title, interest, license or other right hereunder to use any of the Seller Marks. (a) Prior to the Closing, at the written request of the Buyer, the Sellers shall take all reasonable actions necessary to (i) change the name of the Companies that includes any Seller Marks to a name identified by the Buyer that does not include any Seller Marks and which incorporates or is derived from a trademark or service mark included in the Acquired IP and (ii) execute all documents as may remove be necessary to evidence and record any such name changes. Following such name change, in a manner and in accordance with a transition plan agreed by the Buyer, the Sellers shall use commercially reasonable efforts to cause the Companies to cease and discontinue all uses of any Seller Marks, and eliminate Seller Marks from, revise, paint over or otherwise permanently obscure the Seller Marks as it determines on any signage or other materials in its sole discretionthe possession or under the control of the Sellers or the Companies. As soon as reasonably practicable but in no event more than sixty (60) days after the Closing Date, The Buyer shall dispose be responsible for all reasonable out-of-pocket costs and expenses incurred by the Sellers and their Affiliates (including the Companies) resulting from taking the actions contemplated by this Section 4.13(a), including reasonable out-of-pocket costs for preparation and filing of any unused productsdocuments, the costs of removing, painting over, obscuring and disposing of signage and other materials, stationery and literature bearing the Seller Marks remaining at costs of creating, printing and otherwise procuring required replacement materials. The Sellers shall provide invoices to the Facilities following Buyer with respect to such costs and expenses on a biweekly basis and shall provide the Closing. Following last such invoice one (1) Business Day before the Closing, upon reasonable prior written notice and at mutually agreed upon reasonable times, the Buyer shall allow pay such invoices at the Closing by wire transfer of immediately available funds to an account designated by the Seller; provided that, at Seller’s cost, to remove, cover or conceal (i)(x) if the Closing does not occur and (y) the Seller Marks appearing on signage at is not otherwise entitled to retain the primary entrances of Deposit Amount in accordance with Section 7.2(b), then the Facilities; provided, however, Seller agrees to indemnify and hold harmless Buyer, its Affiliates and their Representatives for any and all Losses incurred by Buyer, its Affiliates or their Representatives arising out of any exercise of the access rights under this Section 5.7, including any Claims by any of Seller’s Representatives for any injuries or property damage while present at the Facilities, except in cases of Buyer’s or its Representatives’ gross negligence or willful misconduct. Thereafter, Buyer shall not use any Seller Xxxx or any name or term confusingly similar to any Seller Xxxx in connection with the sale of any products or services, in the corporate or doing business name of any of its Affiliates or otherwise in the conduct of its or any of its Affiliates’ businesses or operations; provided, however that Buyer shall not be in violation of this Section 5.7 to the extent such violation results from Seller’s failure to remove all Seller Marks at the Facilities. In the event that Buyer breaches this Section 5.7, Seller shall be entitled to specific performance of set-off the amount payable by the Buyer to the Seller under this Section 5.7 4.13(a) from the Deposit Amount, or (ii)(x) if the Closing does not occur and (y) the Seller is entitled to injunctive relief against further violationsretain the Deposit Amount in accordance with Section 7.2(b), as well as any other then the Buyer shall separately shall pay such invoices within seven (7) days of receipt from the Seller by wire transfer of immediately available funds to an account designated by the Seller. It is acknowledged and agreed that if the Sellers’ out-of-pocket costs incurred in accordance with this Section 4.13(a) are not reimbursed in accordance with the preceding sentence, then the Sellers shall retain all rights to pursue remedies at available under law or equity in equity available to Sellerrespect of such reimbursement.

Seller Marks. Buyer acknowledges Except as expressly set forth herein, the Purchaser and agrees its Affiliates shall not register or own, or attempt to register or own, and shall not directly or indirectly use, in any fashion, including in signage, corporate letterhead, business cards, internet websites, marketing material and the like, or seek to register or own, in connection with any products or services anywhere in the world in any medium, any trademarks, service marks, domain names, trade names, trade dress, trade styles or other indicia of origin (collectively, “Marks”) that as a result include, are identical to or are confusingly similar to, any Marks that constitute Excluded Assets, including any corporate symbols or logos incorporating the Marks set forth on Section 5.13 of the consummation Disclosure Schedules (collectively, the “Seller Marks”), nor shall any of them challenge or oppose or assist any third party in challenging or opposing the rights of any member of the transactions contemplated by this Agreement, it will not obtain any right, title, interest, license or other right hereunder to use Seller Group anywhere in the world in any of the Seller Marks. Prior Subject to the Closingrestrictions set forth herein, the Seller may remove hereby extends, on behalf of itself and the other members of the Seller Group, to the Purchaser effective as of the Closing Date, a personal, limited, nonexclusive, royalty-free transition license to continue to use the Seller Marks: (i) for 180 days after the Closing Date on existing signage and other materials, in each case included in the Transferred Assets as of the Closing Date and (ii) with respect to the Transferred Inventory, until such Transferred Inventory has been sold. It is understood and agreed that the Purchaser will not be required to change labels on equipment in the possession of any customer of the Business. The transition license granted under this Section 5.13 does not allow Purchaser to: (i) create signage and other materials (including inventory) bearing the Seller Marks after the Closing Date or (ii) use the Seller Marks in signage, marketing and advertising materials at any trade show or in other promotional events after the Closing Date. Except as permitted under this Section 5.13, no use of the Seller Marks shall be made by the Purchaser or its Affiliates and the Purchaser shall in any event transition away from all use of the Seller Marks as soon as is reasonably practicable after the Closing Date. The Purchaser shall ensure that the quality of all goods and services offered or sold under any of the Seller Marks shall be at least as it determines in its sole discretion. As soon high as reasonably practicable but in no event more than sixty (60) days after the quality maintained by the members of the Seller Group and their respective Affiliates for such goods and services as of the Closing Dateand, Buyer at the Seller’s request, shall dispose provide the Seller with samples of any unused products, materials, stationery and literature bearing its use of the Seller Marks remaining at to permit the Facilities following Seller to confirm the ClosingPurchaser’s compliance with the quality control requirements of this sentence. Following the Closing, upon reasonable prior written notice and at mutually agreed upon reasonable times, Buyer shall allow Seller, at Seller’s cost, to remove, cover or conceal All use of the Seller Marks appearing on signage at as permitted hereunder shall inure solely to the primary entrances benefit of the Facilities; provided, however, Seller agrees to indemnify and hold harmless Buyer, its Affiliates and their Representatives for any and Group. The Purchaser shall incur all Losses incurred by Buyer, its Affiliates or their Representatives arising out of any exercise costs associated with re-branding of the access rights Transferred Assets with signage, symbols and marks not constituting the Seller Marks, which re-branding shall be completed during the term of the 180-day transition license granted under this Section 5.7, including any Claims by any of Seller’s Representatives for any injuries or property damage while present at the Facilities, except in cases of Buyer’s or its Representatives’ gross negligence or willful misconduct. Thereafter, Buyer shall not use any Seller Xxxx or any name or term confusingly similar to any Seller Xxxx in connection with the sale of any products or services, in the corporate or doing business name of any of its Affiliates or otherwise in the conduct of its or any of its Affiliates’ businesses or operations; provided, however that Buyer shall not be in violation of this Section 5.7 to the extent such violation results from Seller’s failure to remove all Seller Marks at the Facilities. In the event that Buyer breaches this Section 5.7, Seller shall be entitled to specific performance of this Section 5.7 and to injunctive relief against further violations, as well as any other remedies at law or in equity available to Seller5.13.

Seller Marks. Buyer acknowledges and agrees that as a result of the consummation of the transactions contemplated by this Agreement, it will not obtain obtain, and from and after the Closing, the Company will not own any right, title, interest, license or any other right hereunder whatsoever to use the words “Chesapeake” or any Marks containing or comprising the foregoing, or any Marks that would result in a likelihood of confusion with, or constitute dilution of, any Marks of Seller and/or its Affiliates (collectively, the “Seller Marks”). Prior to From and after the Closing, Buyer agrees that it will (a) cause the Company to cease using the Seller may remove Marks in any manner, except for such limited uses as cannot be promptly terminated (e.g., signage), and to cease such limited usage of the Seller Marks as it determines in its sole discretion. As soon promptly as reasonably practicable but possible after the Closing and in no any event more than sixty (60) within 120 days after following the Closing Date, and (b) remove, strike over or otherwise obliterate all Seller Marks from all Assets and all other materials owned, possessed or used by the Company or its Affiliates, except (i) those Assets that the general public does not see (i.e., marks on a pipeline where there is no public access) and (ii) for such limited uses as cannot be promptly removed, struck or otherwise obliterated (e.g., signage), and to remove, strike or otherwise obliterate such Seller Marks as promptly as reasonably possible after the Closing and in any event within 120 days following the Closing Date. Buyer shall dispose not modify the appearance of any unused productsSeller Marks (except to remove, materials, stationery and literature bearing strike over or otherwise obliterate the Seller Marks remaining at the Facilities following the Closing. Following the Closing, upon reasonable prior written notice as contemplated above) and at mutually agreed upon reasonable times, Buyer shall allow Seller, at Seller’s cost, to remove, cover or conceal the Seller Marks appearing on signage at the primary entrances maintain standards of the Facilities; provided, however, Seller agrees to indemnify and hold harmless Buyer, its Affiliates and their Representatives for any and all Losses incurred by Buyer, its Affiliates or their Representatives arising out of any exercise of the access rights under this Section 5.7, including any Claims by any of Seller’s Representatives for any injuries or property damage while present at the Facilities, except in cases of Buyer’s or its Representatives’ gross negligence or willful misconduct. Thereafter, Buyer shall not use any Seller Xxxx or any name or term confusingly similar quality with respect to any Seller Xxxx services provided or sold in connection with the sale limited uses permitted under this Section 5.5 that meet or exceed the quality of any products or servicesthe corresponding services of Seller and its Affiliates prior to the Closing and shall cooperate with Seller and its Affiliates, as applicable, in the corporate or doing business name of any of facilitating their respective control thereof. Seller and its Affiliates or otherwise in (excluding the conduct of its or any of its Affiliates’ businesses or operations; providedCompany), however that Buyer shall not be in violation of this Section 5.7 as applicable, reserve all rights with respect to the extent such violation results from Seller’s failure to remove Seller Marks. Buyer acknowledges and agrees that ownership of the Seller Marks, and all goodwill associated therewith, shall belong exclusively to, and all use of the Seller Marks at hereunder shall inure solely to the Facilities. In the event that Buyer breaches this Section 5.7benefit of, Seller shall and its Affiliates (excluding the Company), as applicable. The Parties agree, because damages would be an inadequate remedy, that Seller will be entitled to seek, without posting of any bond, without proof of actual damages and without an obligation to prove irreparable harm, specific performance of this Section 5.7 and to injunctive relief against further violations, as well as remedies for any breach thereof in addition to other remedies available at law or in equity available and the Parties will not object to Sellerany such specific performance or injunctive relief. This covenant will survive indefinitely without limitation as to time.

Seller Marks. Buyer (a) Subject to the terms of this Agreement and the Ancillary Agreements, Purchaser Parent and Purchaser Bank each acknowledges that, other than the limited rights set forth in Section 4.15(b), Purchaser Parent, Purchaser Bank and agrees their respective Subsidiaries, and Seller Bank shall have no right, title or interest after the Closing in or to any trademarks, service marks, logos, designs, symbols, trade names, corporate names or other names (collectively, “Marks”) owned by or licensed to Seller Parent or any of its Affiliates (other than Seller Bank) including the names “MOOB”, “MOO” and “Mutual of Omaha,” and all Marks containing the names “MOOB,” “MOO” and “Mutual of Omaha,” any Marks that as a result are derivations thereof or similar thereto including “Mutual” or “Omaha,” any uses, registrations or applications with respect to any of the consummation foregoing, any domain names containing any of the transactions contemplated by this Agreementforegoing, it will not obtain nor, without limiting the foregoing, shall the Purchaser Parent, Purchaser Bank and their respective Subsidiaries and Affiliates, and Seller Bank have any right, title, interest, license title or other right hereunder interest after the Closing to use any Marks set forth on Section 4.15 of the Seller Disclosure Schedule, in all cases including any common law rights, and all goodwill relating thereto (collectively, the “Seller Marks”). Prior To the extent that Seller Bank has any such rights, such rights shall be, and hereby are, assigned to Seller Parent effective as of the Closing. Other than as expressly permitted under Section 4.15(b), after the Closing, Seller may remove Purchaser Bank shall (1) terminate any and all uses of any of the Seller Marks as it determines in its sole discretion. As soon as reasonably practicable but in no event more than sixty beginning immediately following the Closing, (602) days after the Closing Date, Buyer shall dispose execute and deliver to Seller Parent at such time a written disclaimer of any unused products, materials, stationery and literature bearing rights to the Seller Marks remaining at and an acknowledgment that the Facilities following Seller Marks, and the Closinggoodwill associated therewith, are proprietary rights belonging to Seller Parent or an Affiliate of Seller Parent (other than Seller Bank) and that such entities are the sole owners of all trademark and other rights, titles and interests in and to the Seller Marks, to the extent applicable, and (3) execute such other documents reasonably requested by Seller Parent from time to time to effectuate or evidence the foregoing. Following Purchaser Parent and Purchaser Bank each acknowledges and agrees that none of the Purchaser Parent, Purchaser Bank nor any of their respective Subsidiaries or Affiliates shall, after the Closing, upon reasonable prior written notice and at mutually agreed upon reasonable timesuse, Buyer seek to use, adopt, register or apply for registration of any Seller Xxxx. Notwithstanding the foregoing, nothing in this Section 4.15 shall allow Seller, at Seller’s cost, (but subject to remove, cover Section 4.07) prohibit any use or conceal display of the Seller Marks appearing on signage at the primary entrances of the Facilities; providedby Purchaser Parent, however, Seller agrees to indemnify and hold harmless Buyer, its Affiliates and their Representatives for any and all Losses incurred by Buyer, its Affiliates or their Representatives arising out of any exercise of the access rights under this Section 5.7, including any Claims by any of Seller’s Representatives for any injuries or property damage while present at the Facilities, except in cases of Buyer’s or its Representatives’ gross negligence or willful misconduct. Thereafter, Buyer shall not use any Seller Xxxx or any name or term confusingly similar to any Seller Xxxx in connection with the sale of any products or services, in the corporate or doing business name of any of its Affiliates or otherwise in the conduct of its Purchaser Bank or any of its Affiliates’ businesses their respective Subsidiaries that is permitted under applicable Laws (including nominative use, or operations; provided, however that Buyer shall not be in violation of this Section 5.7 to the extent such violation results from Seller’s failure to remove all Seller Marks at the Facilities. In the event that Buyer breaches this Section 5.7, Seller shall be entitled to specific performance of this Section 5.7 and to injunctive relief against further violations, as well as any other remedies at law or in equity available to Sellerdescriptive fair use).

Seller Marks. Buyer Xxxxx acknowledges and agrees that as a result of the consummation of the transactions contemplated by this Agreement, it will not obtain any right, title, interest, license or other right hereunder to use any of the Seller Marks. Prior to the Closing, Seller may remove any of the Seller Marks as it determines in its sole discretion. As soon as reasonably practicable but in no event more than sixty one hundred eighty (60180) days after the Closing Date, Buyer shall remove, cover or conceal from the Facilities or the Acquired Assets all of the Seller Marks, including signage at the Facilities, and shall dispose of any unused products, signage, materials, stationery and literature bearing the Seller Marks remaining at the Facilities following the Closing. Following ; provided that Buyer shall, within ten (10) Business Days after the ClosingClosing Date, upon reasonable prior written notice and at mutually agreed upon reasonable times, Buyer shall allow Seller, at Seller’s cost, to remove, cover or conceal the Seller Marks appearing on signage at the primary entrances of the Facilities; provided, however, Seller agrees to indemnify and hold harmless Buyer, its Affiliates and their Representatives for any and all Losses incurred by Buyer, its Affiliates or their Representatives arising out of any exercise of the access rights under this Section 5.7, including any Claims by any of Seller’s Representatives for any injuries or property damage while present at the Facilities, except in cases of Buyer’s or its Representatives’ gross negligence or willful misconduct. Thereafter, Buyer shall not use any Seller Xxxx Mark or any name or term confusingly similar to any Seller Xxxx Mark in connection with the sale of any products or services, in the corporate or doing business name of any of its Affiliates or otherwise in the conduct of its or any of its Affiliates’ businesses or operations; provided, however that Buyer shall not be in violation of this Section 5.7 to the extent such violation results from Seller’s failure to remove all Seller Marks at the Facilities. In the event that Buyer breaches this Section 5.7, Seller shall be entitled to specific performance of this Section 5.7 and to injunctive relief against further violations, as well as any other remedies at law or in equity available to Seller.

Seller Marks. Buyer Purchaser, for itself and its Affiliates (including, after the Closing, the Acquired Group Companies), acknowledges and agrees that as a result of the consummation of the transactions contemplated by this AgreementPurchaser is not purchasing, it will not obtain acquiring or otherwise obtaining any right, titletitle or interest in or to the Seller Marks and that Seller and the other Seller Persons are the exclusive owners of Seller Marks, interestand (a) neither Purchaser nor any of its Affiliates (including, license after the Closing, the Acquired Group Companies) shall have any rights in or to the Seller Marks, (b) within ninety (90) days of the Closing Date (the “Transition Period”), Purchaser shall cause the Acquired Group Companies to cease any and all use of the Seller Marks (including in the respective corporate or other right hereunder legal names of the Acquired Group Companies), and (c) neither Purchaser nor any of its Affiliates (including, after the Closing, the Acquired Group Companies) shall (i) use, register or seek to use or register in any jurisdiction any of the Seller Marks or any other Marks confusingly similar thereto or (ii) contest the use, ownership, validity or enforceability of any rights of Seller or any of its Affiliates in or to any of the Seller Marks. Prior to After the Closing Date, Purchaser shall not (and shall cause its Affiliates, including, after the Closing, the Acquired Group Companies, not to) represent that it has authority to bind any Seller may remove any of the Seller Marks as it determines in its sole discretionPerson. As soon as reasonably practicable following the Closing Date, but in no any event more than sixty by the expiration of the Transition Period, Purchaser shall, and shall cause its Affiliates to, (60x) days cease and discontinue all uses of the Seller Marks and (y) eliminate the Seller Marks from any signage or other public-facing materials owned or controlled by Purchaser or any of its Affiliates after the Closing Date. Purchaser, Buyer shall dispose on behalf of itself and its Affiliates, agrees that any unused products, materials, stationery and literature bearing use of the Seller Marks remaining at within the Facilities following Transition Period shall be substantially similar to how such Seller Marks were used by Seller prior to the ClosingClosing Date and in accordance with all applicable Laws. Following As between the Closingparties hereto, upon reasonable prior written notice Seller or its Affiliates are the sole and at mutually agreed upon reasonable timesexclusive owners of all right, Buyer shall allow Seller, at Seller’s cost, title and interest in and to remove, cover or conceal the Seller Marks appearing on signage at the primary entrances and all rights related thereto and goodwill associated therewith, and all uses of the Facilities; provided, however, Seller agrees Marks and the goodwill arising therefrom shall inure solely to indemnify the benefit of Seller or such Affiliates. Seller and hold harmless Buyer, its Affiliates shall have the right to inspect and their Representatives for any exercise quality control with respect to Purchaser’s use of the Seller Marks. Purchaser shall not, and all Losses incurred by Buyer, shall cause its Affiliates or their Representatives arising out of to not, use the Seller Marks in a manner that could reasonably be expected in any exercise of the access rights under this Section 5.7respect to reflect negatively on, including any Claims by any of Seller’s Representatives for any injuries or property damage while present at the Facilities, except in cases of Buyer’s or its Representatives’ gross negligence or willful misconduct. Thereafter, Buyer shall not use any Seller Xxxx or any name or term confusingly similar to any Seller Xxxx in connection with the sale of any products or services, in the corporate or doing business name of any of its Affiliates or otherwise in adversely affect, any such Seller Marks (including the conduct of its goodwill associated therewith) or Seller or any of its Affiliates’ businesses . Without limiting any other remedies that may be available to Seller or operations; provided, however that Buyer shall not be in violation any of this Section 5.7 to the extent such violation results from Seller’s failure to remove all Seller Marks at the Facilities. In the event that Buyer breaches this Section 5.7its Affiliates, Seller shall be entitled have the right to specific performance terminate the foregoing license upon written notice to Purchaser, following a thirty (30) day notice and cure period, if Purchaser or any of its Affiliates materially breaches any of the terms or conditions set forth in this Section 5.7 and 5.15 or otherwise fails to injunctive relief against further violations, as well as comply with any other remedies at law reasonable direction of Seller with respect to the use of any of the Seller Marks by Purchaser or in equity available to Sellerits Affiliates.

Seller Marks. Buyer Subject to the terms of this Agreement and the Ancillary Agreements, Purchaser acknowledges that the Bank and its Subsidiaries shall have no right, title or interest after the Closing in or to any trademarks, service marks, logos, designs, symbols, trade names, corporate names or other names (collectively, “Marks”) or intellectual property owned by or licensed to Parent or any of its Affiliates (other than the Bank and its Subsidiaries) including the names “RBC”, “Royal”, “Access USA” and all Marks containing the names “RBC”, “Royal” and “Access USA”, any Marks that are derivations thereof or similar thereto, any registrations or applications with respect to any of the foregoing, any domain names containing any of the foregoing, nor any goodwill associated with any of the foregoing (collectively, the “Parent Marks”), and that to the extent that the Bank or any of its Subsidiaries has any such rights, such rights and the Transferred Intellectual Property shall be, and hereby are, assigned to Parent effective as of the Closing. After the Closing, Purchaser shall cause the Bank and its Subsidiaries (1) to terminate any and all uses of any of the Parent Marks and the Transferred Intellectual Property immediately following the Closing, (2) to execute and deliver to Parent at such time a written disclaimer of any rights to the Parent Marks and the Transferred Intellectual Property and an acknowledgment that the Parent Marks and the Transferred Intellectual Property, and the goodwill associated therewith are proprietary rights belonging to Parent or an Affiliate of Seller (other than the Bank and its Subsidiaries) and that such entities are the sole owners of all trademark and other rights, titles and interests in and to the Parent Marks and the Transferred Intellectual Property, and (3) execute such other documents requested by Parent from time-to-time to effectuate or evidence the foregoing. Purchaser acknowledges and agrees that as a result none of the consummation of the transactions contemplated by this Agreement, it will not obtain any right, title, interest, license or other right hereunder to use Bank nor any of the Seller Marks. Prior to its Subsidiaries shall, after the Closing, Seller may remove any of the Seller Marks as it determines in its sole discretion. As soon as reasonably practicable but in no event more than sixty (60) days after the Closing Dateuse, Buyer shall dispose seek to use, adopt, register or apply for registration of any unused products, materials, stationery and literature bearing the Seller Marks remaining at the Facilities following the Closing. Following the Closing, upon reasonable prior written notice and at mutually agreed upon reasonable times, Buyer shall allow Seller, at Seller’s cost, to remove, cover or conceal the Seller Marks appearing on signage at the primary entrances of the Facilities; provided, however, Seller agrees to indemnify and hold harmless Buyer, its Affiliates and their Representatives for any and all Losses incurred by Buyer, its Affiliates or their Representatives arising out of any exercise of the access rights under this Section 5.7, including any Claims by any of Seller’s Representatives for any injuries or property damage while present at the Facilities, except in cases of Buyer’s or its Representatives’ gross negligence or willful misconduct. Thereafter, Buyer shall not use any Seller Parent Xxxx or any name or term confusingly similar to any Seller Xxxx in connection with the sale of any products or services, in the corporate or doing business name of any of its Affiliates or otherwise in the conduct of its or any of its Affiliates’ businesses or operations; provided, however that Buyer shall not be in violation of this Section 5.7 to the extent such violation results from Seller’s failure to remove all Seller Marks at the Facilities. In the event that Buyer breaches this Section 5.7, Seller shall be entitled to specific performance of this Section 5.7 and to injunctive relief against further violations, as well as any other remedies at law or in equity available to SellerTransferred Intellectual Property.

Seller Marks. No later than sixty (60) days following the Closing Date, the Buyer acknowledges shall cause the Companies to change their names and agrees that cause their certificates of incorporation (or equivalent organizational documents), as a result of the consummation of the transactions contemplated applicable, to be amended to remove any reference to “Sentinel” or any other name, trademark or service xxxx owned by this Agreement, it will not obtain any right, title, interest, license Sellers or other right hereunder to use any of their Affiliates, including any names and marks confusingly similar thereto (the “Seller Marks”). Following the Closing, the Buyer shall cause the Companies to, as soon as practicable, but in no event later than one hundred and twenty (120) days following the Closing Date, cease to make any use of any Seller Marks. Prior to Any use by the Closing, Seller may remove Companies of any of the Seller Marks as it determines permitted in its sole discretion. As soon this Section 6.17 is subject to their use of the Seller Marks in a form and manner consistent with the applicable Company’s use of such Seller Xxxx as reasonably practicable but in no event more than sixty (60) days after of the Closing Date, . The Buyer and its Affiliates shall dispose of any unused products, materials, stationery and literature bearing cause the Companies to not use the Seller Marks remaining at in a manner that may reflect negatively on such name and marks or on Sellers or their Affiliates. Buyer and its Affiliates shall indemnify and hold harmless Sellers and any of their Affiliates for any damages arising from or relating to the Facilities following use by Buyer or any of its Affiliates (including the ClosingCompanies) of the Seller Marks pursuant to this Section 6.17. Following the Closing, upon reasonable prior written notice and at mutually agreed upon reasonable times, Buyer shall allow Seller, at Seller’s cost, cause the Companies to remove, cover or conceal the Seller Marks appearing on signage at the primary entrances of the Facilities; provided, however, Seller agrees cease to indemnify and hold harmless Buyer, its Affiliates and their Representatives for themselves out as having any and all Losses incurred by Buyer, its Affiliates or their Representatives arising out of any exercise of the access rights under this Section 5.7, including any Claims by any of Seller’s Representatives for any injuries or property damage while present at the Facilities, except in cases of Buyer’s or its Representatives’ gross negligence or willful misconduct. Thereafter, Buyer shall not use any Seller Xxxx or any name or term confusingly similar to any Seller Xxxx in connection affiliation with the sale of any products or services, in the corporate or doing business name of any of its Affiliates or otherwise in the conduct of its Sellers or any of its their Affiliates’ businesses or operations; provided, however . The Buyer hereby acknowledges and agrees that Buyer shall not be in violation effective as of this Section 5.7 immediately prior to the extent such violation results from Seller’s failure Closing, the Companies shall (and hereby do) assign to remove the Sellers all Seller Marks at their right, title and interest in the Facilities. In website and associated domains and social media addresses set forth in Section 6.17 of the event that Buyer breaches this Section 5.7, Seller shall be entitled to specific performance of this Section 5.7 and to injunctive relief against further violations, as well as any other remedies at law or in equity available to SellerSellers’ Disclosure Schedule.

Seller Marks. Buyer acknowledges and agrees that as a result of the consummation of the transactions contemplated by this Agreement, it will not obtain any right, title, interest, license or other right hereunder to use any of the Seller Marks. Prior to the Closing, Seller may remove any of the Seller Marks as it determines in its sole discretion. As soon as reasonably practicable but in no event more than sixty shall (60i) within 90 days after the Closing Date, cease using any names, marks, trade names, trademarks and corporate symbols and logos incorporating “PPL” and any word or expression similar thereto or constituting an abbreviation or extension thereof (collectively and together with all other names, marks, trade names, trademarks and corporate symbols and logos owned by Seller or any of its Affiliates, the “Seller Marks”) (other than Seller Marks applicable to the Seller’s propane business, which Seller Marks the Buyer shall dispose of cease using within 120 days after the Closing Date); (ii) within 90 days after the Closing Date, use commercially reasonable efforts to remove or conceal from the Assets any unused products, materials, stationery and literature bearing the all Seller Marks remaining at (other than any Seller Marks applicable to the Facilities following the Closing. Following Seller’s propane business, which shall be removed or concealed within 120 days after the Closing, upon reasonable prior written notice and at mutually agreed upon reasonable times, Buyer shall allow Seller, at Seller’s cost, to remove, cover or conceal the provided that any Seller Marks appearing on signage any propane tanks at distributor or customer locations shall be removed or concealed within 12 months after the primary entrances Closing Date) and (iii) within 30 days after the Closing Date, amend the relevant organizational documents of the FacilitiesCompanies to change the names of the Companies to names that do not include any Seller Xxxx or any name or term confusingly similar to any Seller Xxxx; provided, however, that Buyer shall not be required to remove or conceal Seller agrees Marks from meter seals, property tags, valves, manhole covers, tank or cylinder rings or from assets that are not generally in public view or likely to indemnify and hold harmless Buyer, its Affiliates and their Representatives for any and all Losses incurred by Buyer, its Affiliates or their Representatives arising out of any exercise of adversely affect the access rights under this Section 5.7, including any Claims by any of Seller’s Representatives for any injuries or property damage while present at the Facilities, except in cases of Buyer’s or its Representatives’ gross negligence or willful misconductSeller Marks. Thereafter, Buyer shall not use any Seller Xxxx or any name or term confusingly similar to any Seller Xxxx in connection with the sale of any products or services, in the corporate or doing business name of any of its Affiliates or otherwise in the conduct of its or any of its Affiliates’ businesses or operations; provided, however that Buyer shall not be in violation of this Section 5.7 to the extent such violation results from Seller’s failure to remove all Seller Marks at the Facilities. In the event that Buyer breaches this Section 5.76.8, Seller shall be entitled to specific performance of this Section 5.7 6.8 and to injunctive relief against further violations, as well as any other remedies at law or in equity available to Seller.

Seller Marks. Buyer Xxxxx acknowledges and agrees that as a result of the consummation of the transactions contemplated by this Agreement, it will not obtain any right, title, interest, license or other right hereunder to use any of the Seller Marks. Prior to the Closing, Seller may remove any of the Seller Marks as it determines in its sole discretion. As soon as reasonably practicable but in no event more than sixty (60) days after the Closing Date, Buyer shall dispose of any unused products, materials, stationery and literature bearing the Seller Marks remaining at the Facilities following the Closing. Following the Closing, upon reasonable prior written notice and at mutually agreed upon reasonable times, Buyer shall allow Seller, at Seller’s cost, to remove, cover or conceal the Seller Marks appearing on signage at the primary entrances of the Facilities; provided, however, Seller agrees to indemnify and hold harmless Buyer, its Affiliates and their Representatives for any and all Losses incurred by Buyer, its Affiliates or their Representatives arising out of any exercise of the access rights under this Section 5.7, including any Claims by any of Seller’s Representatives for any injuries or property damage while present at the Facilities, except in cases of Buyer’s or its Representatives’ gross negligence or willful misconduct. Thereafter, Buyer shall not use any Seller Xxxx Mark or any name or term confusingly similar to any Seller Xxxx Mark in connection with the sale of any products or services, in the corporate or doing business name of any of its Affiliates or otherwise in the conduct of its or any of its Affiliates’ businesses or operations; provided, however that Buyer shall not be in violation of this Section 5.7 to the extent such violation results from Seller’s failure to remove all Seller Marks at the Facilities. In the event that Buyer breaches this Section 5.7, Seller shall be entitled to specific performance of this Section 5.7 and to injunctive relief against further violations, as well as any other remedies at law or in equity available to Seller.